All the King's Men (1949) is the fictionalized account of the rise and fall of a backwoods rebel - Huey Pierce Long, Louisiana's colorful state governor (1928-32) and U.S. Senator (1932-35). It is a melodramatic story of the corruption of power by an ambitious demagogue, adapted and based on the Pulitzer Prize-winning and best-selling 1946 novel of the same name by Robert Penn Warren.

First made for the screen in1949, All the King's Men won best picture and best actor for Broderick Crawford. Despite being directed by Steven Zaillian, an Oscar-winning screenwriter (``Schindler's List") and cameraman (``Searching for Bobby Fischer," ``A Civil Action"), the movie fails on many counts. Part of the problem is that you have to get used to a thick southern accent very quickly. By the time you get used to it, you may have missed some key elements of Stark's political rise. The book's narrative voice is that of Jack Burden - former journalist, a scion of the old South and a burnt idealist, played by Jude Law. After a brief opening sequence, ``All the King's Men" flashes back to Stark's political beginnings, showing how he rode a small-town schoolhouse collapse he had predicted as county treasurer into a dramatic long-shot run for governor. When he discovers he's being used to split the "hick-vote" by the state machine - personified by greasy politico Tiny Duffy (James Gandolfini) - Willie becomes his own man. He proudly calls himself a hick who will reach into the capitol and "nail 'em up!" And he wins!

Once elected, Willie burns political bridges with the state's entrenched insiders while building concrete and steel bridges and schools and hospitals for his "hick" people, making sure he gets a piece of the action along the line. The establishment strikes back, supported by retired Judge Irwin (played by Anthony Hopkins), by initiating impeachment proceedings. The story is one of demagoguery and corruption, or it should be, but we never really see evidence of Stark's corruption or how he becomes "one of them." All of that is a bit too subtle and left to imagination.

The cinematography is very well done and you are transported to Louisiana of the 1950s. Penn warms up in the early scenes, as you sense Willie's outrage ready to explode, but once he gets his dander up and begins flailing his arms, the performance turns pathetic. The movie meanders on with subplots about Jack's love for his childhood sweetheart Anne Stanton (Kate Winslet, another badly cast Brit) and about Willie's misuse of Anne's brother Adam (Mark Ruffalo), a high-minded surgeon in charge of the governor's new hospital. On the sidelines is Anthony Hopkins as a family friend and local power broker. The story centers on a handful of characters, many of them Brits. While Law and Winslet have tortured themselves to achieve the proper accent, Hopkins cannot be bothered. All the King's Men had great potential (already proven decades ago). Zallian has let it down. It pales in comparison with the 1949 original. I had read that it was unveiled at the Toronto Film Festival to mixed reviews and a confused audience. I can identify with them! I also read that this movie was held back by a year to time it for an "Oscar-track". You gotta be kidding. I predict it will be relegated to the DVD circuit in short order.